JAB Holding Company S.à r.l., Luxembourg - PDF

Description
JAB Holding Company S.à r.l. Luxembourg Annual Accounts 2015 (with the report of the Réviseur d Enterprises agréé thereon) 4, Rue Jean Monnet, 2180 Luxembourg B Index Page Report of the Réviseur

Please download to get full document.

View again

of 29
All materials on our website are shared by users. If you have any questions about copyright issues, please report us to resolve them. We are always happy to assist you.
Information
Category:

Magazines/Newspapers

Publish on:

Views: 93 | Pages: 29

Extension: PDF | Download: 0

Share
Transcript
JAB Holding Company S.à r.l. Luxembourg Annual Accounts 2015 (with the report of the Réviseur d Enterprises agréé thereon) 4, Rue Jean Monnet, 2180 Luxembourg B Index Page Report of the Réviseur d Enterprises agréé 1 Financial statements for the year 2015 Balance Sheet as of 31 December Statement of Comprehensive Income for the year ended 31 December Statement of Changes in equity for the year ended 31 December Cash Flow Statement for the year ended 31 December Notes to the financial statements 7 KPMG Lu xembourg, Societe cooperative 39. Avenue John F. Kennedy L-1855 Luxembourg Tel.: Fax: Internet: To the Board of Managers of JAB Holding Company S.a r.i. 4, Rue Jean Monnet L Luxembourg REPORT OF THE REVlSEUR D'ENTREPRlSES AGREE We have aud ited the accompanying financial statements of JJ\B Holding Company S.a r. I.. which comprise the ba lance sheet as at 31 December 2015, the statement of comprehensive income, changes in equity and cash flows for the year then ended. and notes. comprising a summary of significant accounting policies and other explanatory information. Board of /t.lfa11agers' responsibility for the fi11a11cial state111e11ts The Board of Managers is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as the Board of Managers determines is necessary to enable the preparation of financial statements that are free from material misstatement. whether due to fraud or error. Responsibi!i1y of!he Reviseur d Ent reprises agree Ou r responsibi lity is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with International Standards on Aud iting as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standards require that we comply wi th ethical requirements and plan and perform the audit to obtai n reasonable assurance about whether the financia l statements are free from material mi sstatement. An audit involves performing procedures to obtain audit evidence about the amounts and di sclosures in the financial statements. The procedures selected depend on the judgement of the Reviscur cl ' Entreprises agree, incl uding the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments. the Rcvi seur d'entreprises agree considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Managers, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. KPMG lu.embourg Soc,~:e coope at»~. a lu embo J'Q er: :y and a TV f, lu membe firm of tt-e KPMG networl of t'ldeoenoent trien bet f ms RCS Ly-.embourg aff1 a.ltedw1th KP:\1G lntern.ation.at Coooet~lt... e rkpmg lntern.iil()n.1 ) a s....ss entity Opinion In our opinion, the fina ncial statements give a true and fa ir view of the financ ial position of JAB Holding Company S.a r.i. as of 31 December and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Un ion. Luxembourg, I 0 March K PMG Luxembourg Societe cooperati ve Cabin :d revision agree 8 5 Balance Sheet as of 31 December 2015 Note 31 December December 2014 in $k in $k in $k in $k Non-current assets Subsidiaries 5 18,181,654 16,162,443 18,181,654 16,162,443 Current assets Other receivables 6 2,141 1,396 Cash and cash equivalents ,194 1,673 18,183,848 16,164,116 Shareholder's equity 8 Issued share capital 8,800 8,800 Share premium 9,967,580 10,038,152 Fair value reserve 7,899,387 5,772,203 Retained earnings -1,992,063-1,233,748 15,883,704 14,585,407 Non-current liabilities Redeemable shares 9 153, ,249 Other liabilities 10, 11 1,245, ,974 1,399, ,223 Current liabilities Redeemable shares 9 899, ,326 Other liabilities 10, 11 1,021 1, , ,486 18,183,848 16,164,116 The notes on pages 7 to 31 are an integral part of these financial statements 3 Statement of Comprehensive Income for the year ended 31 December Note in $k in $k Finance income Finance expenses ,987-60,946 Finance result -218,969-60,946 General and administrative expenses , ,560 Result before income taxes -758, ,505 Income tax expense Result for the year -758, ,507 Items that may be reclassified subsequently to profit and loss: Net change in fair value of available-for-sale financial assets 8.2 2,127,184 2,260,652 Other comprehensive income 2,127,184 2,260,652 Total comprehensive income attributable to equity holder 1,368,869 2,000,145 The notes on pages 7 to 31 are an integral part of these financial statements 4 Statement of Changes in Equity for the year ended 31 December 2015 Note Share Capital Share premium Fair value Reserve Retained Earnings Total equity in $k in $k in $k in $k in $k Balance as of 31 December ,342 5,235,534 3,511, ,241 7,779,186 Net change in the fair value of available-for-sale financial assets ,260, ,260,652 Total income and expense recognised directly in equity 0 0 2,260, ,260,652 Result for the year , ,507 Total recognised income and expense 0 0 2,260, ,507 2,000,145 Contributions 8 3,462 5,135, ,139,000 Cancellation of shares Repayment of share premium , ,924 Balance as of 31 December ,800 10,038,152 5,772,203-1,233,748 14,585,407 Net change in the fair value of available-for-sale financial assets ,127, ,127,184 Total income and expense recognised directly in equity 0 0 2,127, ,127,184 Result for the year , ,315 Total recognised income and expense 0 0 2,127, ,315 1,368,869 Repayment of share premium , ,572 Balance as of 31 December ,800 9,967,580 7,899,387-1,992,063 15,883,704 The notes on pages 7 to 31 are an integral part of these financial statements 5 Cash Flow Statement for the year ended 31 December 2015 Note in $k in $k Cash flows from operating activities Result for the year -758, ,507 Adjustments for: Share based payment transactions 504, ,855 Tax expense 4 2 Finance income and expenses ,969 60,946-35,067-20,704 Change in other receivables Change in other current liabilities Income taxes paid -5-7 Net cash from / (used in) operating activities -35,956-20,666 Cash flows from investing activities Capital repayments from subsidiaries 5 37,400 35,000 Contribution payments to subsidiaries 5 0-3,500 Net cash from / (used in) investing activities 37,400 31,500 Cash flows from financing activities Payments from issue of redeemable shares 9 4,805 9,440 Capital repayments on redeemable shares 9-6,491-20,139 Interest Paid 0 0 Net cash from / (used in) financing activities -1,686-10,699 Movement in cash and cash equivalents Cash and cash equivalents as of 31 December Effects of exchange rate changes on cash and cash equivalents 18-1 Cash and cash equivalents as of 31 December The notes on pages 7 to 31 are an integral part of these financial statements 6 Notes to the financial statements 1. Reporting entity JAB Holding Company S.à r.l. (formerly Joh. A. Benckiser S.à r.l.; the Company ) is a Company domiciled in Luxembourg. The address of the Company's registered office is 4, Rue Jean Monnet, 2180 Luxembourg. The Company s object is to act as a holding company and therefore the acquisition of participations. The Company is focused on generating superior returns from longterm investments in companies with premium brands and strong growth and margin dynamics. The Company is formed for an unlimited period. As of 31 December 2015, the Company s majority shareholder is Agnaten SE, which is domiciled in Rooseveltplatz 4-5, 1090 Vienna, Austria. In December, 2011, the Company entered into a comprehensive agreement with Agnaten SE, Lucresca SE, an Advisory Committee and further investors. The agreement envisages a long-term support for Agnaten SE and Lucresca SE by the Advisory Committee to further develop the Group s business. In January 2012, Agnaten SE contributed its JAB Holdings B.V. participation to the Company. The agreement provides for a service agreement and a long-term incentive plan for the Advisory Committee as well as capital contributions of the Advisory Committee and other investors. In January 2014, Donata Holdings B.V. contributed its whole participation in JAB Holdings II B.V. to the Company in return for 3,461,551 of the ordinary shares in the Company. Subsequently, the Company contributed the JAB Holdings II B.V. participation via JAB Investments S.à r.l. to JAB Holdings B.V. and JAB Holdings II B.V. was merged into JAB Holdings B.V. The merger entered into effect on 21 January 2014 one day after the execution of the deed of the legal merger and JAB Holdings II B.V. was deregistered on 21 January Statement of compliance The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ( IFRS ). These financial statements were authorised for issue by the board of directors on March 10, These financial statements represent the statutory annual accounts. 3. Basis of preparation The financial statements are presented in thousands of US-Dollar s (USD), which is the functional currency of the Company. They are prepared on the historical cost basis except for the following material items: - derivative financial instruments are measured at fair value - available-for-sale financial assets are measured at fair value. 7 The separate financial statements prepared in conformity with IFRS require management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The key assumptions concerning the future and other key sources of estimation of uncertainty at the reporting date relate to the fair value determination of the Company s investments. Management uses its judgment in selecting appropriate valuation techniques. The estimates and associated assumptions are based on historical experience and various other factors, such as planning as well as expectations and forecasts of future events that are deemed to be reasonable. As a consequence of the uncertainty actual results may differ from the estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. 4. Significant accounting policies The accounting policies set out below have been applied consistently during the year presented in these financial statements. 4.1 Consolidation The Company prepares consolidated accounts in accordance with International Financial Reporting Standards. The consolidated financial statements which are subject to publication as prescribed by the Luxembourg Law are available at the Companies Register Luxembourg. 4.2 Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to USD at the exchange rate at that date. Foreign currency differences arising on translation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments, a financial liability designated as a hedge of the net investment in a foreign operation, or qualifying cash flow hedges, which are recognised directly in equity. 4.3 Determination of fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Purchases and sales are in general accounted for at the settlement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place in the principal or, in its absence, the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible for the Company. The most reliable evidence of fair value is quoted prices in an active market. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. For all other financial instruments not traded in an 8 active market, the fair value is determined by using appropriate valuation techniques, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Valuation techniques include using recent arm s length transactions, reference to the current market value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible. 4.4 Subsidiaries Subsidiaries are those entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The investments in subsidiaries are accounted for in accordance with IAS 39 at fair value as available-for-sale financial assets. 4.5 Financial instruments Non-derivative financial instruments Non-derivative financial instruments comprise investments in equity (including subsidiaries) and debt securities, trade and other receivables, including cash and cash equivalents, loans and borrowings, and trade and other payables. Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below. Accounting for finance income and expenses is discussed in note 4.9. Held-to-maturity investments If the Company has the positive intent and ability to hold debt securities to maturity, then they are classified as held-to-maturity. Held-to-maturity investments are measured at amortised cost using the effective interest method, less any impairment losses. As of 31 December 2015 the Company does not hold any held-to-maturity investments. Available-for-sale financial assets The Company's investments in equity instruments (including subsidiaries) are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein (when these can be measured reliably), other than impairment losses (see note 4.6), are recognised in other comprehensive income and presented in the fair value reserve in equity. When an investment is de-recognised, the cumulative gain or loss in equity is transferred to profit or loss. When fair value cannot be measured reliably, the investment is carried at cost less impairment losses. 9 Financial assets at fair value through profit or loss An instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if the Company manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Company's documented risk management or investment strategy. Upon initial recognition, attributable transaction costs are recognised in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss. As of 31 December 2015 the Company does not hold any financial assets at fair value through profit or loss. Redeemable shares Different classes of the Company s shares contain put features. The shares are redeemable under certain conditions that are out of the Company s control. An obligation to purchase its own equity instruments gives rise to a financial liability. As such the shares are recognised as a liability. The redeemable shares are carried at the redemption amount that would be payable at the balance sheet date if the holder would put the shares at this date. Changes in the measurement of that financial liability are recognised in profit and loss. Other Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses. Derivative financial instruments As of 31 December 2015 the Company does not hold derivative financial instruments other than put features included in share-based transactions. 4.6 Impairment Financial assets Financial assets, other than those at fair value through profit or loss are assessed for objective evidence of impairment at each reporting date. Evidence of impairment may include indications that the debtors of the Company is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows. For an investment in an equity instrument objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses are recognised in profit or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost the reversal is recognised in profit or loss. 10 Impairment losses on available-for-sale financial assets are recognised by reclassifying the losses accumulated in the fair value reserve to profit or loss. The amount reclassified is the difference between the acquisition cost and the current fair value, less any impairment losses previously recognised in profit or loss. Impairment losses on equity instruments are not reversed through profit or loss; increases in their fair value are recognised in other comprehensive income. Non-financial assets The carrying amounts of the Company's non-financial assets, other than deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets ar
Related Search
We Need Your Support
Thank you for visiting our website and your interest in our free products and services. We are nonprofit website to share and download documents. To the running of this website, we need your help to support us.

Thanks to everyone for your continued support.

No, Thanks